Version v2-2026-10-13

Pontaix Sales Agent (Independent Referral Partner) Agreement

Version 2.0 — effective October 13, 2026

Effective Date: the date you accept this Agreement (by signature or by click-acceptance in the partner dashboard).

Between:

• Pontaix ("Pontaix," "we," "us"), Miami, Florida, USA, website: pontaix.com, email: [email protected]
• The Agent ("Agent," "you"): the individual or company who accepts this Agreement, as identified by the legal name, address and country, email, phone/WhatsApp/Telegram contact and Stripe Connect payout account given in your partner account registration.

This Agreement explains how you can introduce clients to Pontaix, how you earn commission, and the rules that protect clients, you and Pontaix.

1. What You Do

1.1 Appointment. Pontaix appoints you, on a non-exclusive basis (worldwide, subject to the approval rules in Section 1.3B), as an independent referral partner. You find potential clients for Pontaix's services (websites, landing pages, e-shops, web and mobile apps, media, and Care subscriptions) and refer them to Pontaix through your Referral Link (Section 4).

1.2 Non-exclusive. Pontaix may work with other agents anywhere, sell directly, and run its own marketing. You may refer clients to other businesses too, as long as you don't break Section 7 or Section 9.

1.3 Eligibility. The program has no limit on the number of agents: any applicant who passes identity verification and the background check (Section 1.3A) and is approved by Pontaix can join. Pontaix may approve or decline any application. You must be at least 18 and must pass Pontaix's identity verification with a valid government-issued photo ID (for example, a passport, national ID card or driver's license), checked through Stripe Identity or an equivalent verification provider, pass the background check in Section 1.3A, and complete Stripe Connect payout onboarding. Pontaix does not require a military ID. Your account is not activated, your Referral Link doesn't work, and no commission is credited or paid, until your account is Active (Section 1.3A). You must give accurate information and keep it current.

1.3A Background check and activation. After identity verification and before activation, you must also pass a basic background check run by a third-party screening provider chosen by Pontaix, including sanctions and watchlist screening. The check is run only with your separate written consent, given apart from your acceptance of this Agreement. If you are in the United States, Pontaix will give you a separate, stand-alone disclosure and get your written authorization as required by the U.S. Fair Credit Reporting Act (FCRA) and applicable state law, and will follow the FCRA pre-adverse and adverse action notice process before declining you based on a consumer report. If you are outside the United States, Pontaix may run an equivalent check where local law allows it, following local consent and data-protection rules. Pontaix may decline your application, or not activate your account, based on the results, subject to applicable law. If you don't consent to the check, Pontaix can't activate your account. Account stages: Registered → ID Verified → Background Cleared → Active. Only an Active account can use a Referral Link, be credited with referrals, or receive commission. Pontaix may decline or suspend an account that fails a check.

1.3B Where you can join; Miami-first launch. You may register from any country, but approval is case by case and at Pontaix's sole discretion. The program launches first in Miami, Florida (Miami-Dade County), where Pontaix provides in-person onboarding and training. Applicants who live, or plan to pitch, in other countries and cities are reviewed and approved individually, and are never automatically rejected; Pontaix may decline an applicant based on location (for example, if Pontaix can't support, pay or verify agents there) and doesn't promise in-person onboarding or training outside Miami. Approval of one applicant in a country or city doesn't mean Pontaix will approve others there. When you register, you must give your country and city of residence and where you plan to pitch, and keep that information current.

1.4 No minimum. You have no sales quota, and Pontaix doesn't guarantee you any number of leads, deals or earnings.

2. What You Are Not Allowed To Do (No Authority)

2.1 You can't sign or bind Pontaix. You are not authorized to sign contracts, accept orders, agree to prices, discounts, scope, deadlines, refunds or any other terms, or make any promise on Pontaix's behalf. Only Pontaix can accept a client, and only through Pontaix's own written client agreement.

2.2 You can't take payments. You must never accept, collect or hold any money (cash, card, transfer, crypto or anything else) from a client for Pontaix. All client payments go directly to Pontaix through Pontaix's invoices or checkout. You never handle cash or any client payment, and you may not ask a client to pay you, pay through you, or pay anyone other than Pontaix. Taking a client payment is a serious breach (Section 9).

2.3 How you present yourself. You will describe yourself as an "independent Pontaix referral partner." You won't call yourself an employee, manager, owner, partner or official representative of Pontaix, and you won't use the Pontaix name in any business name, domain, social media handle or paid ad account without Pontaix's written permission.

3. Prices and Materials

3.1 Approved Price List only. You may quote only the prices, packages and promotions on Pontaix's current Approved Price List (Schedule 2, or the version Pontaix publishes in the partner dashboard). You may not invent prices, discounts, bundles or "special deals." If a client wants something not on the list, send them to Pontaix for a quote.

3.2 Approved Materials only. You may use only the logos, descriptions, portfolio items, scripts and other materials Pontaix provides or approves in writing ("Approved Materials"). You may not change them in a way that changes their meaning. You may not make promises Pontaix doesn't make — for example, guaranteed rankings, traffic, sales, or delivery times other than those stated on the Approved Price List.

3.3 Launch promo ($290 landing page) — first 5 clients only. The $290 promo landing page is available only to Pontaix's first 5 clients in total, company-wide (all agents and Pontaix's own direct sales combined). After those 5 clients, the promo is closed and you must quote the standard landing page price of $490. Before quoting the $290 price to any prospect, you must check with Pontaix (through the partner dashboard or in writing) that a promo place is still available. Pontaix's count of promo clients is final. A promo place is not reserved for your client until Pontaix confirms it, and Pontaix isn't bound by any promo price you quote without that confirmation or after the promo closes; in that case the client will be offered the $490 standard price.

3.4 Price changes. Pontaix may change prices, packages and promotions at any time. Changes apply to referrals made after Pontaix publishes them. Limited promotions (for example, a launch price for a set number of clients) end when Pontaix says so, even if a client you referred expected them.

3.5 License. Pontaix gives you a limited, non-exclusive, revocable license to use the Pontaix name and Approved Materials only to refer clients under this Agreement. The license ends automatically when this Agreement ends.

4. Referral Links and Attribution

4.1 Your Referral Link. Pontaix will give you a unique referral link and/or code (the "Referral Link"). Clients must come to Pontaix through your Referral Link to be credited to you.

4.2 First-touch rule. A client is credited to the first agent whose Referral Link the client used (first touch), as recorded by Pontaix's systems.

4.3 90-day window. You are credited for a deal only if the client signs Pontaix's client agreement and pays the deposit within 90 days (Schedule 1) of that client's first visit through your Referral Link. After 90 days without a closed deal, the client is no longer attributed to you.

4.4 Existing clients and leads. You aren't credited for anyone who, before first using your Referral Link, was already a Pontaix client or already in active discussion with Pontaix (for example, had requested a quote or mockup through another channel).

4.5 Pontaix decides disputes. If there's any question about who gets credit for a client (including conflicts between agents, lost cookies, or clients who contacted Pontaix directly), Pontaix decides, and its decision is final. Pontaix will act in good faith and may look at its own records, the client's statements, and any evidence you provide.

5. Commission

5.1 Commission by product. For each Closed Deal credited to you, Pontaix pays you commission according to the product sold:

Pontaix may change these rates and caps for future referrals with 30 days' written notice (email or the partner dashboard is fine). Changes don't reduce commission on deals already closed. A different rate agreed for a specific deal applies only if Pontaix confirms it in writing.

5.1A Loyalty Bonus (Standard landing and Business website only). Your commission rate on Standard landing page ($490) and Business website ($1,490) deals rises with your continuous Active tenure as a Pontaix agent:

• The Loyalty Bonus does not apply to the $40 promo landing, the 12% large-project tier (or its $750 cap), or Care commission.
• Tenure runs from the date your account becomes Active (Section 1.3A).
• "Active" (for the Loyalty Bonus) means: you have at least one Closed Deal whose payment cleared in the previous 12 months (during your first 12 months after activation, you count as Active from your activation date). If you go 12 months without a Closed Deal whose payment cleared, you are no longer Active for the Loyalty Bonus and your tenure resets to zero; it starts again from your next Closed Deal.
• The rate applied to each payment is based on your tenure on the date that client payment clears in Pontaix's account.
• Tenure ends if this Agreement ends; if you are re-admitted later, tenure starts again from zero unless Pontaix agrees otherwise in writing.

5.2 Definitions. - "Closed Deal" means a client credited to you under Section 4 who signs Pontaix's client agreement and whose deposit has cleared in Pontaix's account. - "Deal Value" means the project price the client actually pays Pontaix for the package(s) in that signed client agreement, net of sales tax, VAT and other taxes, refunds, credits, discounts, and chargebacks. It excludes Care fees (covered separately in Section 5.1), third-party costs passed through to the client (such as domains, paid plugins, stock media or app-store fees), and any later change requests or projects unless Pontaix agrees in writing to include them. - Commission on cash collected. Commission is calculated only on amounts Pontaix actually collects from the client. When the deposit clears, Pontaix credits commission on the deposit; the remaining commission is credited only as the client pays, and those payments clear, for each later installment. Nothing is owed on amounts the client never pays. For the fixed $40 promo commission, the $40 is credited in proportion to the share of the $290 price actually collected. For large projects, the $750 cap applies to the total commission on the project across all installments.

5.3 When commission is earned. Commission is earned only after the client's payment has cleared in Pontaix's account, and only on the amount that cleared (for Care, after each monthly Care payment clears). Nothing is earned for leads, meetings, mockups, quotes, unpaid invoices, or payments that are pending, reversed or fail.

5.4 No commission on. You earn no commission on: (a) deals that break Section 9; (b) your own purchases or purchases by a business you own, control or work for, or by your immediate family, unless Pontaix approves it in writing beforehand; (c) clients Pontaix refuses or later drops for non-payment; or (d) amounts Pontaix refunds or loses to chargebacks.

6. Payout

6.1 Hold, then weekly payout. Each commission is held for the Clawback Window of 90 days after the related client payment clears, then becomes payable. Pontaix pays payable commission weekly, every Friday, with a statement showing each deal. If a Friday is a U.S. bank holiday, that week's payout is made on the next business day. Commission is paid only while your account is Active (government-issued ID verified and background check cleared, Section 1.3A) and your Stripe Connect account is active.

6.2 $50 minimum. If your earned balance is under $50 (Schedule 1), it carries over to the next Friday payout until it reaches $50. On termination, any balance of $10 or more is paid in the final payout.

6.3 Stripe only; no cash. Pontaix pays commission in US dollars only through Stripe (Stripe Connect transfers to your verified Stripe account). Pontaix does not pay in cash, crypto, by personal bank transfer, or through any other payment service or method, and you may not request it. If Stripe Connect isn't available in your country, you can't receive payouts under this program. Currency-conversion fees charged by Stripe are paid by you (Section 6.3A). You must keep your payout details correct; Pontaix isn't responsible for payments sent to the details you gave.

6.3A Payout fees are paid by you. Any currency-conversion, cross-border transfer or international payout fees charged by Stripe or by any bank (including your bank and any intermediary bank) in connection with a payout to you are paid by you and are deducted from your commission. Pontaix does not cover these fees.

6.4 Tax forms and taxes. Before your first payout, you must give Pontaix the tax form it requests (for example, IRS Form W-9 for U.S. persons or Form W-8BEN / W-8BEN-E for others). Pontaix may withhold payouts until it receives it and may withhold tax where the law requires. You are solely responsible for your own taxes, registrations and reporting in your country.

6.5 Holds. Pontaix may hold commission on a deal while it investigates a suspected breach of Section 9, a chargeback, or an attribution dispute, and will tell you why.

7. Clawback

7.1 Clawback window. If, within the Clawback Window of 90 days after the related client payment clears, the client receives a refund (full or partial), the commission on the refunded amount is cancelled or, if already paid, must be returned.

7.1A Chargebacks. Card chargebacks can arrive up to about 120 days after payment. Pontaix may recover commission on any amount for which Pontaix receives a chargeback (dispute) up to 120 days after the payment, even if the 90-day Clawback Window has ended. That commission is cancelled or, if already paid, must be returned. If Pontaix wins the dispute, the commission is restored.

7.2 How it's recovered. Pontaix will first deduct the amount from your future commissions. If there aren't enough future commissions within 60 days, you agree to repay the balance within 14 days of Pontaix's written request.

7.3 Fraud has no time limit. The 90-day and 120-day limits in 7.1 and 7.1A don't apply to commission obtained through fraud or any other breach of Section 9; that commission can be recovered at any time, with no time limit.

8. Your Responsibilities

You agree to: - follow all laws that apply to your marketing where you and the client are located, including anti-spam, telemarketing, text-messaging and privacy laws (for example CAN-SPAM, TCPA, GDPR, and local equivalents), and get any consent the law requires before contacting someone; - clearly tell prospects that you are an independent referral partner and may earn a commission (and follow any advertising-disclosure rules, such as the U.S. FTC endorsement guides); - treat prospects' personal information carefully, use it only to make the referral, and delete it if Pontaix or the person asks; - not offer or pay bribes, kickbacks or improper payments to anyone, including government officials, to win business; - not refer clients or receive payouts if you or the client are located in, or are a person restricted under, U.S. or other applicable sanctions; and - pay your own costs (phone, travel, ads, tools). Pontaix doesn't reimburse expenses unless it agrees in writing beforehand.

9. Anti-Fraud

9.1 Prohibited conduct. You must never: - self-deal — refer yourself, your own businesses, your family or associates to earn commission without Pontaix's written approval, or split your commission with the client as a hidden discount; - submit fake, invented, duplicated or purchased leads, use fake identities, or manipulate clicks, cookies or tracking; - spam — send unsolicited bulk email, texts, DMs or posts, post in groups that ban promotion, or use bots or scraped contact lists; - misrepresent prices or terms — quote prices or promises not on the Approved Price List, add your own fees, or tell clients something false about Pontaix; - bid on "Pontaix" or close variations in paid search ads, or create sites, pages or accounts that look like official Pontaix channels; - take any payment from a client (Section 2.2), including cash; - quote the $290 promo without first confirming availability with Pontaix, or after Pontaix has closed it (Section 3.3); or - promise prospective agents or clients guaranteed income or results.

9.2 Consequences. If Pontaix reasonably determines you have done any of the above, Pontaix may, at its choice: (a) forfeit all unpaid commission (earned or not) connected to the breach or, for serious or repeated breaches, all unpaid commission; (b) recover commission already paid for affected deals; and (c) terminate this Agreement immediately by written notice. You also agree to cover Pontaix's losses, fines and reasonable legal costs caused by your breach.

10. Independent Contractor

You are an independent contractor, not an employee, agent with authority, partner or joint venturer of Pontaix. You control how, when and where you work. You aren't entitled to salary, benefits, expense reimbursement or any payment other than commission under this Agreement. You may not hire others to refer clients under your Referral Link without Pontaix's written approval.

11. Confidentiality

You will keep Pontaix's non-public information (such as client details, internal pricing and margins, partner terms, and plans) confidential and use it only for this Agreement. This continues for 2 years after the Agreement ends, and indefinitely for client personal data.

12. Term and Termination

12.1 Term. This Agreement starts on the Effective Date and continues until ended.

12.2 At will. Either party may end this Agreement at any time, for any reason or no reason, by written notice (email is fine). Termination takes effect when the notice is sent unless the notice says otherwise.

12.3 Immediate termination. Pontaix may also end this Agreement immediately under Section 9.2.

12.4 After termination. - You must stop using your Referral Link, the Pontaix name and Approved Materials, and stop presenting yourself as a Pontaix partner. - Project commission: if termination is not for breach of Section 9, you'll still be paid commission, on cash collected under Section 5.2, on Closed Deals whose deposit cleared before the termination date. - Care commission: if termination is not for breach of Section 9, Care commission on subscriptions that started before termination continues for the rest of their 12-month period. - Sections 5.4, 6.4, 6.5, 7, 9.2, 10, 11, 13 and 14 continue after termination.

13. Liability

13.1 No guarantees. Pontaix doesn't guarantee that any lead will become a client or that its systems (including Referral Link tracking) will work without interruption.

13.2 Cap. Pontaix's total liability to you under this Agreement is limited to the commission paid or owed to you in the 6 months before the claim.

13.3 No indirect damages. Neither party is liable for indirect, incidental, special or consequential damages, including lost profits, except for fraud, wilful misconduct, or your breach of Sections 2, 9 or 11.

13.4 Your indemnity. You will defend and cover Pontaix against claims, fines and costs caused by your marketing, your breach of this Agreement, or any statement you make to a prospect that isn't in the Approved Materials.

14. Disputes and General Terms

14.1 Governing law. This Agreement is governed by the laws of the State of Florida, USA, without regard to conflict-of-law rules. To the extent local law allows, the parties agree that any statutory commercial-agent compensation or indemnity regime does not apply, because the Agent has no authority to negotiate or conclude contracts.

14.2 Talk first. The parties will try in good faith to resolve any dispute by email or call for 30 days.

14.3 Venue. Any legal action will be brought only in the state or federal courts in Miami-Dade County, Florida. Attribution decisions under Section 4.5 are final and not subject to review except for bad faith.

14.4 Entire agreement and changes. This Agreement, with its Schedules, is the entire agreement between the parties on this subject. Pontaix may update Schedules 1 and 2 as described above; any other change must be in writing and agreed by both parties (email is fine).

14.5 Assignment. You may not transfer this Agreement. Pontaix may transfer it to an affiliate or to a buyer of its business.

14.6 Notices. Notices may be sent by email to the addresses above or posted in the partner dashboard.

14.7 Language. This Agreement is written in English. If it is translated, the English version controls.

14.8 Severability; signatures. If any part is unenforceable, the rest still applies. This Agreement may be signed electronically (including by click-acceptance in the partner dashboard), and electronic signatures count as originals.

15. Signatures

PONTAIX

Signature: ______

Name: Sergey Khalyavin

Title: Authorized Signatory

Date: ______

AGENT

Signature: ______

Name: ______

Country of residence: ______

Date: ______

Schedule 1 – Commission Settings

Loyalty Bonus (Section 5.1A) — Standard landing ($490) and Business website ($1,490) only:

Schedule 2 – Approved Price List

Launch promo limit: the $290 promo landing page is available only for Pontaix's first 5 clients in total (company-wide, all agents and direct sales combined). Agents must confirm with Pontaix that a promo place is still available before quoting $290. Pontaix's count is final. After the first 5 clients, agents must quote the $490 standard landing page.

Current prices (USD), as also published in the partner dashboard:

• Landing page: $490 standard (launch promo $290: first 5 Pontaix clients company-wide only, availability confirmed by Pontaix before quoting; then $490)
• Business website: from $1,490
• Multilang Pro: from $2,490
• E-shop: from $2,990
• Web app / MVP: from $5,900
• Mobile app: from $7,900
• Care subscriptions: $49 / $99 / $199 per month
• Add-ons and media: as listed on pontaix.com

If this list and the partner dashboard differ, the partner dashboard version controls.